UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check
the appropriate box:
[ ]
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Preliminary
Information Statement
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[ ]
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Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
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[X]
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Definitive
Information Statement
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eWELLNESS
HEALTHCARE CORPORATION
(Name
of Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
[X]
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No
fee required.
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[ ]
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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1)
Title of each class of securities to which transaction applies:
2)
Aggregate number of securities to which transaction applies:
3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
4)
Proposed maximum aggregate value of transaction:
5)
Total fee paid:
[ ]
Fee paid previously with preliminary materials.
[ ]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of
its filing.
1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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INFORMATION
STATEMENT
OF
eWELLNESS
HEALTHCARE CORPORATION
11825
Major Street
Culver
City, California90230
(855)
470-1700
To
the Holders of Common Stock and Preferred Stock:
This
Information Statement (“Information Statement”) has been filed with the Securities and Exchange Commission Stock”)
by eWellness Healthcare Corporation, a Nevada corporation (the “Registrant” or “Company”) pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is being furnished to the
holders of the Company’s outstanding shares of Common Stock, par value $0.001 per share (the “Common Stock”)
and outstanding shares of Series A Voting Preferred Stock, par value $0.001 per share (the “Preferred Stock”). The
purpose of this Information Statement is to notify holders of our Common Stock and Preferred Stock (the “Common Stockholders”
and “Preferred Stockholders,” respectively) as of September 27, 2019 (the “Record Date”), that in lieu
of a meeting of stockholders entitled to vote, the Company received, the written consent of the Company’s Board of Directors
and of certain persons who are the holders of a majority of the Company’s shares of voting capital stock, consisting of
certain Common Stockholders and Preferred Stockholders (the “Majority Consenting Stockholders”). The Series A Voting
Preferred Stock has the right to vote in the aggregate, on all shareholder matters, votes equal to 51% of the total shareholder
vote on any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter
how many shares of Common Stock or other voting stock of eWellness Healthcare Corporation voting stock is issued and outstanding
in the future. The Series A Voting Preferred Stockholders and certain Common Stockholders holding in the aggregate of 60.12% of
the total voting power of all issued and outstanding voting shares of the Company (the “Majority Consenting Stockholders”)
together with the unanimous consent of the Company’s Board of Directors, authorized the following in writing their joint
consent (the “Joint Written Consent”), a copy of which is attached as Exhibit A hereto:
●
The increase in the number of authorized shares of Common Stock from nine hundred million (900,000,000) shares of Common Stock
to one billion and nine hundred million (1,900,000,000) shares of Common Stock (the “Authorized Common Stock Share Increase”);
We
have attached as Exhibit B hereto a form of the proposed amendment of Article IV to the Articles of Incorporation, the increase
in authorized shares of Common Stock to one billion and nine hundred million (1,900,000,000) shares, which amendment will not
change the authorized twenty million (20,000,000) shares of Preferred Stock.
On
September 27, 2019, the Record Date, the Board of Directors of the Company (the “Board”) approved, and recommended
for approval to the holders of Series A Voting Preferred Stock and Common Stock having the power to vote with respect to the Common
Stock, the: (i) Authorized Common Stock Share Increase (the “Corporate Action”), which Corporate Action was also approved
by the Majority Consenting Stockholders on the same date. The Corporate Action by Joint Written Consent in lieu of a meeting was
done in accordance with the provisions of Chapter 78.2055 of the Nevada Revised Statute (“NRS”). Accordingly, and
based upon the Joint Written Consent of the Majority Consenting Stockholders and Board of Directors, your consent is not required
and is not being solicited in connection with the approval of the Action.
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
The
Board of Directors believes that the Common Stockholders and Series A Voting Preferred Stockholders of the Company will benefit
from this Corporate Action because after the implementation of the Authorized Common Stock Share Increase by the filing of Articles
of Amendment with the State of Nevada, the Company shall have available a sufficient number of authorized but unissued and unreserved
shares of Common Stock to be able to secure new equity and debt financing as well as provide the Company with greater flexibility
in pursuing potential acquisitions and other opportunities to expand and grow its business, although there can be no such assurance
that such efforts will be successful. Reference is made to the discussion under “Purpose And Effect Of Increasing The
Number Of Authorized Shares” below.
INTRODUCTION
Chapter
78.2055 of the Nevada Revised Statute (“NRS”) provides that the written consent of the holders of outstanding shares
of voting capital stock having not less than the minimum number of votes which would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted can approve an action in lieu of conducting a
special stockholders’ meeting convened for the specific purpose of such action. The NRS, however, requires that in the event
an action is approved by written consent, a Company must provide prompt notice of the taking of any corporate action without a
meeting to the stockholders of record who have not consented in writing to such action and who, if the action had been taken at
a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written
consents signed by a sufficient number of holders to take the action were delivered to the Company.
In
accordance with the foregoing, we will mail the Notice of the Corporate Action to the Common Stockholders and Series A Preferred
Stockholders on or about October 31, 2019.
This
Information Statement contains a brief summary of the material aspects of the Corporate Action approved by the Board of Directors
(the “Board”) of eWellness Healthcare Corporation (the “Company,” “we,” “our”
or “us”) and the holders of Series A Voting Preferred Stock, who have voting rights together with the Common Stockholders.
The Common Stockholders and Series A Voting Stockholders who have executed the Joint Written Consent constitute the Majority Consenting
Stockholders.
SERIES
A VOTING PREFERRED STOCK
On
September 27, 2019, the Company amended its Articles of Incorporation by filing a Certificate of Designations, Preferences and
Rights to authorize 1,000,000 shares of Series A Voting Preferred Stock, par value of $0.001, all of which were issued to the
persons set forth on the Joint Written Consent as the holders of all of the Series A Voting Preferred Stock. The Series A Voting
Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal to 51% of the total shareholder
vote on any and all shareholder matters. The Series A Voting Preferred Stock will be entitled to this 51% voting right no matter
how many shares of common stock or other voting capital stock of the Company is issued and outstanding in the future.
As
of September 27, 2019, the Record Date, there were issued and outstanding (i) 244,430,551 shares of our Common Stock, and (ii)
1,000,000 shares of our Series A Voting Preferred. Based upon the 244,430,551 shares of Common Stock issued and outstanding, the
Series A Voting Preferred Stockholders are entitled to vote and have, in fact, voted in favor of the Corporate Action casting
124,659,581 affirmative votes. In addition, the Series A Voting Preferred Stockholders also own an aggregated of 48,602,921 shares
of Common Stock and collectively, the Majority Consenting Stockholders affirmative vote represented 173,462,502 voting shares
or 70.97 % of the total voting capital stock of the Company as of the Record Date.
ACTION
TO BE TAKEN
The
Authorized Common Stock Share Increase will become effective on the date that we file the Amended Articles of Incorporation of
the Company (the “Articles of Amendment”) with the Secretary of State of the State of Nevada. Such filing can occur
no earlier than twenty (20) calendar days after the mailing of the Definitive Information Statement.
INCREASE
IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
General
The
number of authorized shares of our Common Stock will be increased from four hundred million (400,000,000) shares to nine hundred
million (900,000,000) shares (the “Authorized Common Stock Share Increase”).
As of September 27, 2019, there were 244,430,551
shares of our Common Stock outstanding and approximately 646,744,151 shares of Common Stock reserved for issuance underlying
convertible notes, options and warrants. We have been funding our operations utilizing proceeds from convertible notes and expect
to do so until we begin to generate significant revenues from our proprietary physical therapy telehealth operations (“PHZIO”).
As a result of funding the development of PHZIO and the costs of our operations by the issuance of shares of our Common Stock
and the requirement of reserving shares underlying convertible notes, we do not have a sufficient number of authorized but unissued
and unreserved shares of Common Stock for near term corporate purposes. See the discussion below under “Purpose and Effect
of Increasing the Number of Authorized Shares.”
Purpose
and Effect of Increasing the Number of Authorized Shares
The
additional shares of Common Stock for which authorization is sought would be part of the existing class of Common Stock, if and
when issued. These shares would have the same rights and privileges as the shares of Common Stock currently outstanding. Holders
of the Company’s Common Stock do not have preemptive rights to subscribe for and purchase any new or additional issues of
Common Stock or securities convertible into Common Stock.
The
Board of Directors believes that the increase in the number of authorized shares of Common Stock is in the best interests of the
Company and its stockholders. The purpose of increasing the number of authorized shares of Common Stock is to have shares available
for issuance for such corporate purposes as the Board of Directors may determine in its discretion, including, without limitation:
●
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conversion
of convertible securities;
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●
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reserving
shares underlying convertible securities;
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●
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retiring
convertible debt;
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●
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investment
opportunities;
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●
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stock
dividends or other distributions;
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●
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future
financings and other corporate purposes; and
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●
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future
acquisitions, among other purposes.
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SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
The
following table lists the number of shares of Common Stock of our Company as of September 27, 2019, the Record Date, that are
beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding
Common Stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating
to beneficial ownership of Common Stock by our principal stockholders and management is based upon information furnished by each
person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the
power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting
of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within sixty (60) days. Under the rules of the SEC, more than one person may be deemed to be a beneficial
owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he/she may not have
any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The
business address of each beneficial owner listed is in care of 11825 Major Street, Culver City, California, 90230 unless otherwise
noted. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares
of our Common Stock owned by them, except to the extent that power may be shared with a spouse.
As
of September 27, 2019, we had 224,430,551 shares of Common Stock and 1,000,000 shares of Series A Voting Preferred Stock issued
and outstanding.
Name of Beneficial Owner (1)
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Common Stock Beneficially Owned (1)
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Percentage of Common Stock Owned (1)
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Shares of Series A Preferred Stock Held (2)
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Percentage of Series A Preferred Held
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Number and Percentage of Total Voting Shares
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Darwin Fogt, CEO and President
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7,400,000
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3.027
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%
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170,000
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17
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%
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28,592,129
or 11.70
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%
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Douglas MacLellan, Chairman
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7,750,000
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3.171
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%
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170,000
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17
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%
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28,942,129
or 11.84
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%
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David Markowski, CFO
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3,100,000
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1.268
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%
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170,000
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17
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%
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24,292,129
or 9.94
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%
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Curtis Hollister, CTO
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26,747,921
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10.943
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%
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170,000
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17
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%
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47,940,050
or 19.61
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%
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Brandon Rowberry, Director
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500,000
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0.205
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%
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25,000
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2.5
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%
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3,616,489
or 1.48
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%
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Doug Cole, Director
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800,000
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0.327
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%
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75,000
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7.5
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%
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10,149,469
or 4.15
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%
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Rochelle Pleskow, Director
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300,000
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0.123
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%
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25,000
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2.5
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%
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3,416,489
or 1.40
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%
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Director and Officer (7 people)
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46,597,921
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19.064
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%
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805,000
|
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80.5
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%
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146,948,884 or 60.12
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%
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(1)
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Applicable
percentage ownership is based on 244,430,551 shares of Common Stock outstanding as of September 27, 2019. Beneficial ownership
is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable within 60 days of September
27, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage
of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any
other person.
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(2)
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The
1,000,0000 shares of Series A Preferred Shares have the right to vote in the aggregate, on all shareholder matters votes equal
to 51% of the total shareholder vote on any and all shareholder matters. The Series A Preferred Stock will be entitled to
this 51% voting right, representing at present 124,659,581 votes based on the 244,430,551 shares of Common Stock outstanding,
no matter how many shares of Common Stock or other voting stock of the Company’s stock are issued and outstanding in
the future.
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ADDITIONAL
INFORMATION
The
Company is subject to the filing requirements of the Exchange Act, and in accordance therewith files reports, proxy/information
statements and other information including annual and quarterly reports on Form 10-K and 10-Q (the “Exchange Act Filings”)
with the SEC. Reports and other information filed by the Company can be inspected and copied at the public reference facilities
maintained at the Commission at 100 F Street, NE Washington, D.C, 20549. Copies of such material can be obtained upon written
request addressed to the Commission, Public Reference Section, 100 F Street, NE Washington, D.C 20549, at prescribed rates. The
Commission maintains a web site on the Internet (http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding issuers that file electronically with the Commission through the Electronic Data Gathering, Analysis
and Retrieval System (“EDGAR”).
We
will also provide without charge, to each person to whom a proxy/information statement is delivered, upon written or oral request
of such person and by first class mail or other equally prompt means within one business day of receipt of such request, a copy
of any and all of the information that has been incorporated by reference in this information statement (not including exhibits
to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the
information that the proxy statement incorporates). Such requests should be directed to the address and phone number indicated
below. This includes information contained in documents filed subsequent to the date on which definitive copies of the information
statement are sent or given to security holders, up to the date of responding to the request.
By
order of the Board of Directors of
EWellness
Healthcare Corporation
11825
Major Street
Culver
City, California 90230
(855)
470-1700
Date:
October 10, 2019
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By:
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/s/
Darwin Fogt
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Darwin
Fogt, Chief Executive Officer
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Exhibit
A
JOINT
WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
AND
MAJORITY
CONSENTING STOCKHOLDERS
OF
EWELLNESS
HEALTHCARE CORPORATION
September
27, 2019
The
undersigned, being all of the Directors of eWellness Healthcare Corporation, a Nevada corporation (the “Corporation”),
hereby unanimously consent to the following resolutions (the “Resolutions”) pursuant to the authority of the Board
of Directors as required by the provisions of the Nevada Revised Statutes (“NRS”).
WHEREAS,
the Corporation’s Article IV Section 1 shall be amendment and read as follows:
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(1)
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The
total number of shares of all classes of stock which the Corporation shall have authority to issue shall be one billion nine
hundred twenty million (1,920,000,000) shares, of which one billion nine hundred million (1,900,000,000) shares shall be common
stock, par value $0.001 per share (the “Common Stock”) and twenty million (20,000,000) shares shall be preferred
stock, par value $.001 per share (the “Preferred Stock”).
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FURTHER
RESOLVED, that the proper officers of the Corporation be, and each of them hereby is, in accordance with the foregoing resolutions,
authorized, empowered and directed, in the name and on behalf of the Corporation, to prepare, execute and deliver, or cause to
be prepared, executed and delivered, any and all certificates, reports, applications, notices, instruments or other documents
and to do or cause to be done any and all such other acts and things as, in the opinion of any such officer, may be necessary,
appropriate or desirable in order to enable the Corporation fully and promptly to carry out the purposes and intent of the foregoing
Resolutions, to make any filings pursuant to applicable laws and rules, and to take all other actions that he or she deems necessary
to effectuate and carry out the purposes of the foregoing Resolutions and to permit the transactions contemplated thereby to be
lawfully consummated; and
FURTHER
RESOLVED, that all actions previously taken by any officer, director, representative or agent of the Corporation, in the name
or on behalf of the Corporation or any of its affiliates in connection with the transactions contemplated by the foregoing Resolutions
be, and each of the same hereby is, adopted, ratified, confirmed and approved in all respects as the act and deed of the Corporation.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the 27 day of September 2019.
/s/:
Darwin Fogt
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Darwin
Fogt, Director
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/s/:
Douglas MacLellan
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Douglas
MacLellan, Chairman
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/s/:
David Markowski
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David
Markowski, Director
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/s/:
Douglas Cole
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Douglas
Cole, Director
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/s/:
Curtis Hollister
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Curtis
Hollister, Director
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/s/:
Rochelle Pleskow
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Rochelle
Pleskow, Director
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/s/:
Brandon Rowberry
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Brandon
Rowberry, Director
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MAJORITY
CONSENTING STOCKHOLDERS
Name
|
|
Shares
of Series A Voting Preferred Stock
|
|
Shares
of Common Stock
|
|
Voting
Capital Stock (1)
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/s/:
Darwin Fogt
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170,000
shares
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7,400,000
shares
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28,592,129
or 11.70%
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/s/:
Curtis Hollister
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170,000
shares
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26,747,921
shares
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47,940,050
or 19.61%
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/s/:
Douglas C. MacLellan
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170,000
shares
|
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7,750,000
shares
|
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28,942,129
or 11.84%
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/s/:
David Markowski
|
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170,000
shares
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3,100,000
shares
|
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24,292,129
or 9.94%
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/s/:
Michael Block
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170,000
shares
|
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2,000,000
shares
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23,192,129
or 9.49%
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/s/:
Doug Cole
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75,000
shares
|
|
600,000
shares
|
|
10,149,469
or 4.15%
|
/s/:
Brandon Rowberry
|
|
25,000
shares
|
|
500,000
shares
|
|
3,616,489
or 1.48%
|
/s/:
Rochelle Pleskow
|
|
25,000
shares
|
|
300,000
shares
|
|
3,416,489
or 1.40%
|
/s/:
Donna Moore
|
|
25,000
shares
|
|
205,000
shares
|
|
3,321,489
or 1.36%
|
Total
|
|
1,000,000
shares
|
|
48,602,921
shares
|
|
173,462,502
or 70.97%
|
|
(1)
|
Applicable
percentage ownership is based on total voting shares and 244,430,551 shares of Common Stock outstanding as of September 27,
2019. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally
includes voting or investment power with respect to securities. Shares of Common Stock that are currently exercisable or exercisable
within 60 days of September 27, 2019 are deemed to be beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person.
|
Exhibit
B
STATE
OF NEVADA
ARTICLES
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
eWellness
Healthcare Corporation, a corporation organized and existing under and by virtue of the NRS 78 of the State of Nevada, does hereby
certify:
FIRST:
That at a meeting of the Board of Directors of eWellness Healthcare Corporation (the “Corporation”), resolutions were
duly adopted setting forth a proposed amendment of the Articles of Incorporation of said Corporation, declaring said amendment
to be advisable and based upon the written consent of the holders of the Corporation’s Series A Voting Preferred Stock and
Common Stock of said Corporation holding a majority of the outstanding shares of voting capital stock (collectively, the “Majority
Consenting Stockholders”) for consideration thereof. The resolutions setting forth the proposed amendment are as follows:
RESOLVED,
that the Articles of Incorporation of this Corporation be amended by changing the ARTICLE VI so that, as amended, said Article
shall be and read as follows:
“ARTICLE
VI: The Corporation shall be authorized to issue one billion and nine hundred and twenty million (1,920,000,000) shares of capital
stock, of which one billion and nine hundred million (1,900,000,000) shares shall be shares of common stock, par value $0.001
per share (“Common Stock”) and twenty million (20,000,000) shares shall be shares of preferred stock, par value of
$0.001 per share, which may be issued in one or more series (“Preferred Stock”). The Board of Directors of the Corporation
is authorized to fix the powers, preferences, rights, qualifications, limitations or restrictions of the Preferred Stock and any
series thereof pursuant to NRS 78.195, including but not limited to the following relative rights and preferences, as to which
there may be variations among different series:
(a)
The rate and manner of payment of dividends, if any;
(b)
Whether shares may be redeemed and, if so, the redemption price and the terms and conditions of redemption;
(c)
The amount payable upon shares in the event of liquidation, dissolution or other winding-up of the Corporation;
(d)
Sinking fund provisions, if any, for the redemption or purchase of shares;
(e)
The terms and conditions, if any, on which shares may be converted or exchanged;
(f)
Voting rights, if any; and
(g)
Any other rights and preferences of such shares, to the full extent now or hereafter permitted by the laws of the State of Nevada.
The
Board of Directors shall have the authority to determine the number of shares that will comprise each series.
Prior
to the issuance of any shares of a series, but after adoption by the Board of Directors of the resolution establishing such series,
the appropriate officers of the Corporation shall file such documents with the State of Nevada as may be required by law.”
SECOND:
That thereafter, pursuant to resolutions of its Board of Directors, and based upon the written consent of the Majority Consenting
Stockholders, who are the holders of a majority of the outstanding shares of voting capital stock of said Corporation in accordance
with section 78.320 of Nevada Revised Statutes, the necessary number of shares as required by statute, were voted in favor of
the amendment.
THIRD:
That said amendment was duly adopted in accordance with the provisions of NRS 78 of the State of Nevada.
IN
WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 27 day of September 2019.
By:
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/s/
Darwin Fogt
|
|
Name:
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Darwin
Fogt
|
|
Title:
|
Chief
Executive Officer, President and Director
|
|
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